Sec Form 4 Filing - Gould Terry P @ Corvus Pharmaceuticals, Inc. - 2018-03-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gould Terry P
2. Issuer Name and Ticker or Trading Symbol
Corvus Pharmaceuticals, Inc. [ CRVS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CORVUS PHARMACEUTICALS, INC., 863 MITTEN ROAD, SUITE 102
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2018
(Street)
BURLINGAME, CA94010
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.0001 par value 03/12/2018 P( 1 ) 69,864 A $ 8.5 69,864 I By Fund ( 2 )
Common Stock, $0.0001 par value 03/12/2018 P( 3 ) 236,128 A $ 8.5 236,128 I By Fund ( 4 )
Common Stock, $0.0001 par value 03/12/2018 P( 5 ) 67,769 A $ 8.5 67,769 I By Fund ( 6 )
Common Stock, $0.0001 par value 03/12/2018 P( 7 ) 87,668 A $ 8.5 87,668 I By Fund ( 8 )
Common Stock, $0.0001 par value 03/12/2018 P( 9 ) 126,806 A $ 8.5 126,806 I By Fund ( 10 )
Common Stock, $0.0001 par value 2,687,381 I By Funds ( 11 ) ( 12 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gould Terry P
C/O CORVUS PHARMACEUTICALS, INC.
863 MITTEN ROAD, SUITE 102
BURLINGAME, CA94010
X X
Signatures
/s/ Leiv Lea, as Attorney-in-Fact for Terry P. Gould 03/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Adams Street 2015 Direct Venture/Growth Fund LP purchased 69,864 shares of Issuer's common stock in connection with a public offering at the offering price of $8.50 per share.
( 2 )Represents shares held directly by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2015, may be deemed to beneficially own the shares held by AS 2015. Thomas S. Bremner, Jeffrey T. Diehl, Elisha ("Terry") P. Gould (a director of the Issuer), Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2015. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2015 except to the extent of their pecuniary interest therein.
( 3 )Adams Street Venture/Growth Fund VI LP purchased 236,128 shares of Issuer's common stock in connection with a public offering at the offering price of $8.50 per share.
( 4 )Represents shares held directly by Adams Street Venture/Growth Fund VI LP ("ASVG VI"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of ASVG VI, may be deemed to beneficially own the shares held by ASVG VI. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by ASVG VI. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by ASVG VI except to the extent of their pecuniary interest therein.
( 5 )Adams Street 2016 Direct Venture/Growth Fund LP purchased 67,769 shares of Issuer's common stock in connection with a public offering at the offering price of $8.50 per share.
( 6 )Represents shares held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2016, may be deemed to beneficially own the shares held by AS 2016. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2016. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2016 except to the extent of their pecuniary interest therein.
( 7 )Adams Street 2017 Direct Venture/Growth Fund LP purchased 87,668 shares of Issuer's common stock in connection with a public offering at the offering price of $8.50 per share.
( 8 )Represents shares held directly by Adams Street 2017 Direct Venture/Growth Fund LP ("AS 2017"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2017, may be deemed to beneficially own the shares held by AS 2017. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2017. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2017 except to the extent of their pecuniary interest therein.
( 9 )Adams Street 2018 Direct Venture/Growth Fund LP purchased 126,806 shares of Issuer's common stock in connection with a public offering at the offering price of $8.50 per share.
( 10 )Represents shares held directly by Adams Street 2018 Direct Venture/Growth Fund LP ("AS 2018"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2018, may be deemed to beneficially own the shares held by AS 2018. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2018. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2018 except to the extent of their pecuniary interest therein.
( 11 )Represents 694,854 shares held by Adams Street 2011 Direct Fund LP ("AS 2011"), 715,361 shares held by Adams Street 2012 Direct Fund LP ("AS 2012"), 541,133 shares held by Adams Street 2013 Direct Fund LP ("AS 2013") and 736,033 shares held by Adams Street 2014 Direct Fund LP ("AS 2014"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of each of AS 2011, AS 2012, AS 2013 and AS 2014 may be deemed to beneficially own the shares held by each of AS 2011, AS 2012, AS 2013 and AS 2014. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2011, AS 2012, AS 2013 and AS 2014.
( 12 )(Continued from footnote 11) Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by each of AS 2011, AS 2012, AS 2013 and AS 2014 except to the extent of their pecuniary interest therein.

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